DEALER AGREEMENT
AGREEMENT by and among CypressTree Funds Distributors, Inc. ("Cypress") and
________________________________ ("Selling Dealer"), each of whom is registered
as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is
a member of the National Association of Securities Dealers, Inc. ("NASD").
I. INTRODUCTION
WHEREAS, Cypress has been appointed principal underwriter of the shares of North
American Funds ("Fund") and has the exclusive right as agent for the Fund to
sell shares of the Fund; and
WHEREAS, Selling Dealer wishes to participate in the distribution of the shares
of the Fund;
NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
II. AGREEMENT TO SELL
Subject to the terms and conditions set forth in the Agreement, Cypress shall,
acting as agent for the Fund and not as principal, sell shares of the Fund to
Selling Dealer which shall, acting as principal (dealer) for its own account and
not as broker or agent for, or employee of, Cypress or the Fund, resell such
shares to the public.
III. TERMS AND CONDITIONS
All transactions in Fund shares shall be subject to the following terms and
conditions:
1. Shares will be offered pursuant to the then current prospectus of the
Fund. If such prospectus contains provisions inconsistent with this Agreement,
the prospectus shall control.
2. Orders received from Selling Dealer will be accepted through Cypress
only at the public offering price applicable to each order as set forth in the
then current prospectus of the Fund. All orders from Selling Dealer will be
confirmed by or on behalf of the Fund in writing. Procedures for processing
orders shall be determined by Cypress and instructions relating thereto shall be
forwarded to Selling Dealer from time to time. The Fund and Cypress each may
accept or reject any order in their sole discretion.
3. Selling Dealer shall receive on all purchases of shares of the Fund
discounts or commission payments as specified in Schedule A hereto and in the
circumstances set forth in the then current prospectus of the Fund.
4. If any shares of the Fund sold to Selling Dealer under the terms of
this Agreement are tendered for redemption or repurchase within seven business
days after the date of the confirmation of the original purchase by Selling
Dealer, Selling Dealer shall forfeit its right to any discount or commission
with respect to such shares. Cypress shall notify Selling Dealer of any such
redemption or repurchase within ten business days from the date on which the
request for redemption or repurchase is delivered to Cypress or to the Fund, and
Selling Dealer shall immediately refund to Cypress any discount or commission
allowed or paid in connection with such sale. In the event of any such
redemption or repurchase, Cypress shall refund to the Fund their share of the
sales charge.
5. Selling Dealer shall purchase shares of the Fund only from the Fund
through Cypress and from Selling Dealer's customers. If shares are purchased
from the Fund, Selling Dealer agrees that all such purchases shall be made only
to cover orders already received by Selling Dealer or for its own bonafide
investment. If shares are purchased from customers, Selling Dealer agrees to
pay such customers not less than the price to be paid by the Fund with respect
to purchases accepted through Cypress at such time.
6. Selling Dealer shall sell shares only: (a) to customers at the public
offering price in effect at the time of such sale, in states where shares of the
Fund may be legally sold by Selling Dealer and in accordance with the then
current prospectus, registrations and permits of the Fund; and (b) to the Fund
upon tender for redemption or repurchase, which redemption or repurchase shall
be effected in the manner set forth in the then current prospectus of the Fund.
In the event of such a tender, Selling Dealer may act as principal for its own
account or as agent for its customer. If Selling Dealer acts as principal for
its own account, it agrees to pay its customer not less than the price received
from the Fund or Cypress acting for the Fund. If selling Dealer acts as agent
for its customer, it agrees not to charge the customer more than a fair
commission for handling the transaction.
7. All sales of shares of the Fund by Selling Dealer shall be made at the
public offering price as determined as set forth in the then current prospectus
of the Fund, and Selling Dealer shall not withhold orders from Cypress so as to
profit as a result of such withholding.
8. Cypress will not forward to the Fund for acceptance any conditional
order from Selling Dealer for the sale, repurchase or redemption of shares of
the Fund.
9. Payment for shares ordered by Selling Dealer must be received by the
Fund's transfer agent by the later of (a) three business days after Selling
Dealer receives such customer's purchase order or (b) one business day after
Selling Dealer receives payment from the customer. If such payment is not so
received, each of the Fund and Cypress as agent for the Fund reserves the right,
without notice, to immediately cancel the sale, in which case Selling Dealer
shall be held responsible for any loss, including loss of profit, suffered by
Cypress or the Fund resulting from the failure of Selling Dealer to make payment
as specified above.
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10. Unless other arrangements for payment and delivery are made, shares of
the Fund sold to Selling Dealer pursuant to this Agreement shall be available
for delivery, against payment, at the office of the Fund's transfer agent, State
Street Bank and Trust Company, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
11. No person is authorized to make any representations concerning the
shares of the Fund except those contained in the then current prospectus of the
Fund and in such printed information subsequently issued by the Fund or Cypress
as information supplemental to such prospectus. Any such supplemental materials
shall not be modified by Selling Dealer without the prior written consent of
Cypress. Moreover, Selling Dealer shall not make use of any advertisement or
sales literature which refers specifically to the Fund unless such material has
been approved in writing by Cypress prior to its first use by Selling Dealer.
In purchasing shares of the Fund from Cypress, Selling Dealer shall rely solely
on the representations contained in the then current prospectus of the Fund and
supplemental information referred to above.
12. Cypress shall provide Selling Dealer upon request, without any expense
to Selling Dealer, copies in reasonable numbers of the then current prospectus
of the Fund, any information issued supplementing such prospectus and such other
material as Cypress determines is necessary or desirable for use in connection
with sales of the shares of the Fund.
13. The Fund and Cypress each reserve the right in their discretion,
without notice, to suspend sales or withdraw the offering of the shares of the
Fund entirely.
14. Cypress will, upon request, inform Selling Dealer as to the states in
which shares of the Fund have been qualified for sale under, or are exempt from
the requirements of, applicable state securities laws. Cypress assumes no
responsibility or obligation, however, as to Selling Dealer's right to sell
shares of the Fund in any jurisdiction.
15. Selling Dealer appoints the Fund's transfer agent as its agent to
execute the purchase transactions of shares of the Fund in accordance with the
terms and provisions of any account, program, plan or service established or
used by Selling Dealer's customers and to confirm each purchase to such
customers on Selling Dealer's behalf. Selling Dealer guarantees the legal
capacity of its customers purchasing shares of the Fund and any other person or
entity in whose name shares are to be registered.
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GENERAL PROVISIONS
A. WAIVER
Failure of any party to insist upon strict compliance with any of the terms
and conditions of this Agreement shall not be construed as a waiver of any of
the terms and conditions, but the same shall remain in full force and effect.
No waiver of any of the provisions of this Agreement shall be deemed to be, or
shall constitute, a waiver of any other provisions, whether or not similar, nor
shall any waiver constitute a continuing waiver.
B. BINDING EFFECT
This Agreement shall be binding on and shall inure to the benefit of the
parties to it and
respective successors and assigns, provided that Selling Dealer may assign this
Agreement or any of the rights and obligations hereunder only with the prior
written consent of Cypress.
C. REGULATIONS
All parties agree to observe and comply with the existing laws, rules and
regulations of applicable local, state and federal regulatory authorities and
with those which may be enacted or adopted while this Agreement is in force
regulating the business contemplated hereby in any jurisdiction in which the
business described herein is to be transacted.
D. DISPUTES
All parties to this Agreement agree to abide by the NASD's Conduct Rules
and agree that any dispute arising hereunder shall be submitted to arbitration
held in Boston, Massachusetts in accordance with the Code of Arbitration
Procedure of the NASD, or similar rules or codes, in effect at the time of
submission of any such dispute.
E. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Massachusetts.
F. AMENDMENT OF AGREEMENT
Cypress reserves the right to amend this Agreement at any time and Selling
Dealer agrees that an order to purchase shares of the Fund placed after notice
of any such amendment shall constitute Selling Dealer's consent to any such
amendment.
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G. TERMINATION
Each of the parties to this Agreement has the right to cancel this
Agreement with or without cause on notice to the other parties. Each of the
parties represents that it is a member in good standing of the NASD and agrees
that termination or suspension of such membership at any time shall immediately
terminate this Agreement.
H. NOTICES
All notices or communications shall be sent to the address shown below, or
to such other address as the party may request by giving written notice to the
other parties.
For CypressTree Funds Distributors, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
(000) 000-0000
(Selling Dealer)
(Address)
(Telephone #)
I. SIGNATURES
CypressTree Funds Distributors, Inc.
By:_______________________________________
For Selling Dealer: ______________________
Address:__________________________________
__________________________________________
By:_______________________________________
Name and Title (Please Print)
__________________________________________
Signature
__________________________________________
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Back Office Operations Name & Phone
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